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SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e) (1) of the Securities Exchange
Act of 1934)
FiberChem, Inc.
(Name of Issuer)
FiberChem, Inc.
(Name of Person(s) filing Statement)
Class D Common Stock Purchase Warrants
(Title of Class of Securities)
Class D Common Stock Purchase Warrants - 315633-164
(CUSIP Number of Class of Securities)
Geoffrey F. Hewitt, President
FiberChem, Inc.
1181 Grier Drive, Suite B
Las Vegas, Nevada 89119
(702) 361-9873
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on behalf of the Person(s) Filing Statement)
With copies to:
Elliot H. Lutzker, Esq.
Snow Becker Krauss P.C.
605 Third Avenue
New York, New York 10158
(212) 687-3860
April , 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
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Calculation of Filing Fee
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Transaction Valuation Amount of Filing Fee
$2,198,189 (1) $ 439.64
Check box if any part of the fee is offset as provided by Rule 0-11
(a) (2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
Amount Previously Paid Filing party:
Form or registration nos. Date filed:
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(1) This transaction is valued based on 1,998,354 Warrants exercisable at $1.10
per share.
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This statement relates to an offer by FiberChem, Inc., a Delaware
corporation (the "Issuer" or the "Company"), upon terms and conditions approved
by the Board of Directors on April 3, 1997 (the "Board Resolutions"), to
temporarily reduce the exercise price (the "Warrant Exercise Price") of the
Company's outstanding Class D Common Stock Purchase Warrants (the "Class D
Warrants"), effective upon approval of this statement until May 16, 1997. Each
Warrant entitles the registered holders thereof upon exercise to purchase one
share of Common Stock, par value $.0001, per Warrant, or an aggregate of
1,998,354 shares. The Exercise Price of the Class D Warrants, currently
exercisable at $1.10 per share, shall be decreased as follows: to $.32 upon
approval of this statement for a one week period, and thereafter be adjusted
weekly to the average bid price for the five prior trading days less a discount
of 10% (but never to a price less than $0.30) through May 16, 1997, when the
price reverts to the current exercise price of $1.10 per share. The
registration fee for this statement is based on the possible issuance of an
aggregate of 1,998,354 shares of Common Stock at an exercise price of
$1.10 per share.
Item 1. Security and Issuer.
(a) The name of the Company is FiberChem, Inc. The address of its
principal executive office is 1181 Grier Drive, Suite B, Las Vegas,
Nevada 89119.
(b) The securities being sought are any and all of the Company's Class D
Warrants, to be exercised at a reduced price until May 16, 1997.
There are 1,998,354 Class D Warrants presently outstanding.
Information with respect to the exact amount of securities being
sought and the consideration being offered therefor is incorporated by
reference to the Board Resolutions. Officers, Directors and
affiliates of the Company own in the aggregate 1,219,708 Class D
Warrants.
(c) There is currently no established trading market for the Class D
Warrants.
(d) Not applicable; the Issuer is filing this statement.
Item 2. Source and Amount of Funds or Other Compensation.
No funds or other consideration are being offered by the Company for the
exercise of the Class D Warrants.
Item 3. Purpose of Tender Offer and Plans or Proposals of the Issuer or
Affiliate.
Information concerning the purpose of the subject tender offer and the
planned disposition of the securities is incorporated herein by reference to the
Board Resolutions. There are no present plans or proposals which relate to or
would result in:
(a) The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
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(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer including, but not limited to, any plans or proposals to change
the number or the terms of directors, to fill any existing vacancy on
the board or to change any material term of the employment contract of
any executive officer;
(e) Any material change in the present dividend rate or policy, or
indebtedness or capitalization of the issuer;
(f) Any other material change in the issuer's corporate structure or
business, including, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its
investment policy for which a vote would be required by Section 13 of
the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h) Causing a class of equity security of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity security of the issuer becoming eligible for
termination of registration pursuant to Section 12(g) (4) of the Act;
or
(j) The suspension of the issuer's obligation to file reports pursuant to
Section 15(d) of the Act.
Item 4. Interest in Securities of the Issuer.
Neither the Company nor, to the best knowledge of the Company, any of the
Executive Officers or Directors of the Company or any associate or subsidiary of
any of the foregoing, has engaged in any transactions involving the Class D
Warrants during the 40 business days prior to the date hereof.
Item 5. Contracts, Arrangements, Understandings or Relationships With Respect
to the Issuer's Securities.
None.
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Item 6. Persons Retained, Employed or to be Compensated.
None.
Item 7. Financial Information.
(a) Incorporated by reference are the financial statements which are
included in and are part of the Annual Report on Form 10-KSB for
September 30, 1996.
(b) The effect of the issuer tender offer is not expected to have a
material effect on the Company's financial statements.
Item 8. Additional Information.
There is no additional information that is material to a decision by a
security holder whether to sell, tender or hold the Class D Warrants.
(a) None.
(b) Not applicable.
(c) Not applicable.
(d) None.
(e) None.
Item 9. Material to be Filed as Exhibits.
(a) Board of Directors Resolutions dated April 3, 1997.
(b) None.
(c) None.
(d) None.
(e) Registration Statement on Form S-2 (No. 33-73782) is incorporated by
reference herein.
(f) None.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
April 17, 1997
FIBERCHEM, INC.
/s/ Geoffrey Hewitt
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Geoffrey Hewitt, President
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Exhibit A
UNANIMOUS WRITTEN CONSENT
OF
THE BOARD OF DIRECTORS
OF
FIBERCHEM, INC.
The undersigned, constituting all the directors of FIBERCHEM, INC., a
Delaware corporation (the "Company"), do hereby consent to adopt and approve
in writing the following corporate action without a meeting in accordance
with Section 141(f) of the Delaware General Corporation Law:
WHEREAS the Company's cash position is such that the Company may be in need
of additional funds to continue in its present form, and
WHEREAS it is the Company's desire to retire as many derivative securities
as possible in order to reform its capital structure, and
WHEREAS there has been a decrease in the market price of the Company's
Common Stock, it is therefore
RESOLVED, that effective April 4, 1997, the per share exercise price (the
"Exercise Price") of the Employee Stock Options, held by those parties as
set forth in Schedule A attached hereto, currently exercisable at between
$0.93 and $1.38 per share (the "Original Exercise Price"), shall be
decreased as follows: to $0.32 from April 4, 1997 through April 11, 1997,
and thereafter be adjusted weekly to the average closing bid price for the
five prior trading days less a discount of 10% (but never to a price less
than $0.30) through May 16, 1997, when the price reverts to the Original
Exercise Price of $0.93 or $1.38 as applicable; and it is further
RESOLVED, that effective April 4, 1997, the Exercise Price of the Class D
Warrants, held by those parties as set forth in Schedule B attached hereto,
currently exercisable at $1.10 per share, shall be decreased as follows: to
$.32 from April 4, 1997 through April 11, 1997, and thereafter be adjusted
weekly to the average closing bid price for the five prior trading days
less a discount of 10% (but never
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to a price less than $0.30) through May 16, 1997, when the price reverts
to the Original Exercise Price of $1.10 (and subject to the Company's
filing of a Schedule 13E-4 with the Securities and Exchange Commission);
and it is further
RESOLVED, that effective April 4, 1997, the Exercise Price of the Unit
Warrants, held by those parties as set forth in Schedule C attached
hereto, currently exercisable at $1.00 per share, shall be decreased as
follows: to $0.32 from April 4, 1997 through April 11, 1997, and
thereafter be adjusted weekly to the average closing bid price for the
five prior trading days less a discount of 10% (but never to a price less
than $0.30) through May 16, 1997, when the price reverts to the Original
Exercise Price of $1.00; and it is further
RESOLVED, that effective April 4, 1997, the Exercise Price of the RPC
Unit Warrants, held by those parties as set forth in Schedule D attached
hereto, currently exercisable at $.90 per share, shall be decreased as
follows: to $0.32 from April 4, 1997 through April 11, 1997, and
thereafter be adjusted weekly to the average closing bid price for the
five prior trading days less a discount of 10% (but never to a price less
than $0.30) through May 16, 1997, when the price reverts to the Original
Exercise Price of $0.90; and it is further
RESOLVED, that effective April 4, 1997, the Exercise Price of the RPC
Note Warrants, held by those parties as set forth in Schedule E attached
hereto, currently exercisable at $.4078 per share, shall be decreased as
follows: to $0.32 from April 4, 1997 through April 11, 1997, and
thereafter be adjusted weekly to the average closing bid price for the
five prior trading days less a discount of 10% (but never to a price less
than $0.30) through May 16, 1997, when the price reverts to the Original
Exercise Price of $0.4078; and it is further
RESOLVED, that effective April 4, 1997, the Exercise Price of the ECA
Ltd. & AmerAsia Warrants, held by those parties as set forth in Schedule
F attached hereto, currently exercisable at $0.90 per share, shall be
decreased as follows: to $0.32 from April 4, 1997 through April 11, 1997,
and thereafter be adjusted weekly to the average closing bid price for
the five prior trading days less a discount of 10% (but never to a price
less than $0.30) through May 16, 1997, when the price reverts to the
Original Exercise Price of $0.90; and it is further
RESOLVED, that effective April 4, 1997, certain Directors, Officers and
Employees, those parties as set forth in Schedule G attached hereto,
owing an obligation to the Company based on the Notes issued in March
1994 (the "Notes"), may surrender those escrowed shares underlying the
unpaid Notes to the Company in exchange for satisfaction of principal and
interest due on the Notes, or in the alternative, may pre-pay the Notes
in a reduced value at an amount equal to the unpaid principal balance
multiplied by a fraction, the numerator of which is the
2
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Revised Exercise Price (as defined below), and the denominator of which
is the Original Option Exercise Price ($1.50). The Revised Exercise
Price is, initially, $0.32 from April 4, 1997 through April 11, 1997, and
thereafter is adjusted weekly to the average closing bid price for the
five prior trading days less a discount of 10% (but never to a price less
than $0.30) through May 16, 1997; and it is further
RESOLVED, that any Notes not paid at the revised rate will result in a
forfeiture of the escrowed stock, and the Note and accrued interest will
be extinguished; and it is further
RESOLVED, that the Company is hereby authorized to give notice to the
holders of the aforementioned Class D Warrants, Unit Warrants, RPC Unit
Warrants, RPC Note Warrants, ECA Ltd. Warrants and AmerAsia Warrants,
informing such holders of the above corporate action; and it is further
RESOLVED, that the Company is hereby authorized to give notice to the
holders of the currently exercisable Employee Stock Options and to the
holders of the Notes, informing such holders of the above corporate
action; and it is further
RESOLVED, that the appropriate officers of the Corporation be, and hereby
are, authorized to take such further action and to do such further acts
as to them may be deemed necessary, proper, convenient or desirable to
effectuate the intent of the foregoing resolutions.
Dated: April 3, 1997
/s/ Scott J. Loomis /s/ Irwin J. Gruverman
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Scott J. Loomis Irwin J. Gruverman
/s/ Walter Haemmerli /s/ Dale W. Conrad
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Walter Haemmerli Dale W. Conrad
/s/ Gerald T. Owens /s/ Geoffrey F. Hewitt
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Gerald T. Owens Geoffrey F. Hewitt
/s/ Byron A. Denenberg
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Byron A. Denenberg
3
